Terms and Conditions 2017-05-29T13:19:31+00:00

Terms and conditions

1. Terms of Business Terms and Conditions

1.1. These Terms and Conditions of Business are an integral part of the Purchase Order no. __________________ / order to which they are attached or which refer to them.

1.2. If they are based on a framework purchase contract, referred to in point 1.1. These General Terms and Conditions, individual Purchase Agreements are concluded, these General Terms and Conditions are an integral part of these individual Purchase Agreements.

These General Business Terms also apply to any other purchase agreement between the Seller and RegulTech Service, s.r.o. With its registered office at Býšť 23, 533 22 Býšť.

1.4. In the event that the Purchase Agreement deviates explicitly from the content of these General Terms and Conditions, the Purchase Agreement has priority over the derogating arrangements contained in these General Terms and Conditions.

2. Definition of terms

2.1. “Purchase Agreement” means, in these General Terms and Conditions, the Purchase Agreement concluded within the meaning of the Framework Purchase Contract set out in point 1.1. These General Terms of Business or the order referred to in 1.1. These General Terms and Conditions or any other sales contract as defined in Section 1.3. Of these General Terms and Conditions.

2.2. “Buyer” means in this General Terms and Conditions the entity identified as Buyer in the Purchase Agreement.

2.3. “Seller” means in these General Terms and Conditions the entity designated as Seller in the Purchase Agreement.

2.4. “Goods” means, in these General Terms and Conditions, the things that the Buyer undertakes to surrender to the Buyer under the Purchase Agreement.

3. Quantity, quality, design and packaging

3.1. The Seller is obliged to surrender the Goods to the Buyer in the amount specified in the Purchase Agreement.

If the Buyer delivers a greater quantity of Goods to the Buyer than the Purchase Contract, the Purchase Contract shall not be concluded for surplus Goods, even if the Buyer does not refuse such excess Goods without undue delay after the Goods have been handed over to the Buyer.

3.2. The Seller is obliged to surrender to the Buyer the Goods in quality and execution that expressly determines the Purchase Agreement. In the event that the quality or performance of the Goods is not expressly determined by the Purchase Agreement, for example in part, the Seller is obliged to surrender to the Purchaser the Goods in a quality and design suitable for the purpose to which the Goods are to be used by the Buyer.

If the Seller does not have sufficient information about the purpose to which the Goods are to be used, the Buyer shall promptly require the Buyer to obtain the necessary information for the purpose for which the Goods are to be used.

3.3. For any shipment, the Seller is obliged to package the Goods or otherwise provide them in a manner expressly stipulated by the Purchase Agreement. In the event that the Purchase Contract is not expressly stipulated by the Purchase Agreement, the Seller shall be obliged to package the Goods for carriage or to provide otherwise in a manner necessary for the preservation and protection of the goods and customary for such Goods in the course of trade.

3.4. If the Goods are not wrapped or otherwise provided for in Section 3.3. Of these General Terms and Conditions of Business, this is considered to be a defect for which the Buyer is entitled to refuse to accept the Goods or which the Buyer is entitled to claim as a defect in the case of the takeover of the Goods Seller and to claim the defective performance to the full extent stipulated by the Defects Act.

3.5. Together with the Goods, Seller is obliged to surrender to Buyer documents and other documents expressly stipulated by the Purchase Agreement or which are usually surrendered to the Goods in question. The Seller shall be obliged to deliver to the Buyer, together with the Goods, all documents that the Seller is obliged to make in accordance with Act no. 22/1997 Coll., On technical requirements for products, and according to the legal regulations that this law carries out. If the Seller does not surrender these documents and documents to the Buyer, the Goods shall not be deemed to have been duly surrendered and the Seller thereby becomes in default with the surrender of the Goods.

3.6. Purchase agreement for the purposes of points 3.1. To 3.5. Above also means the drawings and other technical documentation to which the Purchase Agreement refers or which is an annex to the Purchase Contract.

4. Place of performance

4.1. The place where the Seller is required to surrender to the Buyer is determined by the Purchase Agreement.

4.2. If the place of delivery of the Goods in the Purchase Contract is not explicitly stated, the Buyer’s seat is the place of surrender. In such a case, the Seller will fulfill its obligation to surrender to the Buyer Goods by delivering the Goods to the Buyer’s office and to deliver it to the Buyer within the term of performance set forth in the Purchase Agreement or these General Delivery Terms.

The moment of Seller’s obligation to surrender to Buyer Goods is the date of delivery of the Goods.

4. Place of performance

4.1. The place where the Seller is required to surrender to the Buyer is determined by the Purchase Agreement.

4.2. If the place of delivery of the Goods in the Purchase Contract is not explicitly stated, the Buyer’s seat is the place of surrender. In such a case, the Seller will fulfill its obligation to surrender to the Buyer Goods by delivering the Goods to the Buyer’s office and to deliver it to the Buyer within the term of performance set forth in the Purchase Agreement or these General Delivery Terms.

The moment of Seller’s obligation to surrender to Buyer Goods is the date of delivery of the Goods.

4.3. The Seller acknowledges that the Buyer performs a Goods Inspection to determine whether the Goods are defective or whether it is impeccable, not immediately upon or after the Goods are handed over to the Seller but only when the Buyer needs the Goods to use in their other manufacturing, Similar activities.

If the Buyer discovers that the goods are defective in this check, they shall notify the Seller of such defects.

Notification of defects Goods made in connection with such inspection Goods are considered by the Contracting Parties to be timely notifying defects in respect of the preservation of all Buyer’s rights from the defective performance of the Goods.

5. Due date

5.1. The term of performance is determined by the time in which the Goods are to be delivered between the parties.

5.2. The term of performance is set out in the Purchase Agreement.

5.3. If the term of performance of the Purchase Contract does not stipulate expressly, the Buyer shall be obliged to surrender the Goods within a reasonable time, taking into account the nature of the Goods and the place of surrender.

5.4. The Buyer is obliged to take over the Goods, if such Goods are defective, within the term of performance from the Seller.

5.5. If the Seller is late in fulfilling the obligation to surrender to Buyer Goods or a part thereof, the Buyer has the right to claim against the Seller the right to a contractual fine of 0.3% of the Purchase Price of the Goods, stipulated by the Purchase Agreement, for each day of delay with surrender Goods. This agreement on the contractual penalty is in no way prejudiced by the buyer’s right to indemnify the Buyer, as a result of a breach of the Seller’s obligation to surrender to the Buyer Goods within the term of the Purchase Contract.

5.6. If the Purchaser Seller does not inform the Purchaser of any imminent delay in the surrender of the Goods or any part thereof without undue delay after becoming aware of the threat of delay or at least 10 working days prior to the delivery date stipulated by the Purchase Agreement, the Buyer shall have the right to claim against Seller the contractual penalty CZK 1,000 for each day of delay with delivery of the Goods. This agreement on the contractual penalty is in no way prejudiced by the buyer’s right to the contractual penalty and damages referred to in point 5.5.

5.7. The Buyer is entitled to unilaterally count his receivables for payment of the contractual penalty or compensation for damages incurred to him against the Seller on the basis of the Purchase Contract, including these General Terms and Conditions, even if the Seller makes such a claim controversial, whether in its amount or in its existence.

6. Purchase Price

6.1. The Purchase Price is set out in the Purchase Agreement.

6.2. Unless expressly stated otherwise in the Purchase Agreement, the purchase price specified in the contract does not include value added tax and includes the price for any packaging or possible transportation of goods and other similar costs incurred in delivering the Goods to the Purchaser.

7. Purchase Maturity

7.1. The purchase price maturity is set by the Purchase Agreement.

7.2. In the event that the purchase price is not explicitly stipulated by the Purchase Contract, the Seller is entitled to issue an invoice – a tax document for the purchase price with the due date stipulated by the Purchase Agreement at the moment the Seller submits to the Buyer and the Buyer takes over the goods stipulated in the Purchase Agreement, Including any documents or other documents that the Seller is required to surrender to the Buyer. If the due date of the invoice – the tax document is not stipulated by the Purchase Agreement, this period of maturity is 90 days from the receipt of the invoice – the tax document to the Buyer. The buyer is obliged to pay the purchase price within the due date of the invoice thus issued – the tax document. However, if the invoice – the tax document has any of the particulars provided for the tax documents by the relevant legal regulation or by the contractual agreement of the Buyer and the Seller, the Buyer is entitled to an invoice – return the tax document to the Seller with a request for a correct tax document. In such a case, the Buyer is obliged to pay the Buyer’s purchase price only within the due date stipulated by the Purchase Agreement and calculated from the delivery of the proper tax document to the Buyer.

7.3. The Seller is entitled to deliver the invoice to the Buyer either in a paper form and signed or in the form of a scanned document bearing a signature sent by e-mail to an e-mail address communicated for that purpose by the Buyer.

7.4. On the date of payment of the purchase price, in the case of non-cash payment, the day in which the purchase price is debited from the current account of the Buyer in favor of the Seller’s current account.

7.5. The Seller is not entitled to assign any claim incurred by the Buyer on the basis of the Purchase Contract to the Buyer, including the claim for the payment of the purchase price to a third party without the Buyer’s written consent.

7.6. If the Goods defect occurs and the Purchaser notifies the Seller of this defect, the purchase price for the Goods so surrendered shall be extended by the number of days elapsing from the notification of the defect to the Buyer to Seller to fulfill the Seller’s defective performance obligation.

8. Defects Goods Guarantee

8.1. The Seller shall provide the Buyer with the Goods delivered under the Purchase Agreement with a warranty.

8.2. By warranty, the Seller undertakes that the Goods delivered under the Purchase Agreement will be eligible for use after the warranty period for the purpose to which the Goods are to be used by the Buyer and that the Buyer will retain the specified properties. If the Purchase Agreement does not provide for certain characteristics of the Goods, it undertakes to guarantee to the Buyer that the Goods delivered under the Purchase Agreement will retain after the warranty period the properties necessary for the purpose to which the Goods are to be used by the Buyer.

If the Seller does not have sufficient information about the purpose to which the Goods are to be used, the Buyer shall promptly require the Buyer to obtain the necessary information for the purpose for which the Goods are to be used.

For the purposes of this point, the Purchase Agreement also means drawings and other technical documentation to which the Purchase Contract refers or which is an annex to the Purchase Contract.

8.3. The term of the warranty period is set out in the Purchase Agreement. If the duration of the warranty period is not expressly stipulated in the Purchase Agreement, the warranty period is 24 months from the date of delivery of the Goods to the Buyer.

8.4. The Seller shall, within two working days after the Buyer has notified the Buyer in writing, notify the Purchaser in writing of his / her opinion on the reported defect. For this purpose, the Buyer will allow the Seller to inspect the affected Goods affected by the defect notification. Any inspection of the Goods shall be made by the Seller at his own expense at the place where the Goods are located at the time the defect is located.

8.5. The Buyer is entitled to repair defects or replace defective parts of the Goods by himself or through a third party without the Seller’s cooperation, without the Buyer having previously notified the Seller of defects or claiming defective performance, and the Seller is then obliged to reimburse the Purchaser for the costs So the Buyer has repaired the defects or replaced the defective parts of the Goods, based on a written request from the Buyer.

8.6. Buyer is entitled to choose the right to defective performance, ie to make a choice between the right to remove the defect by supplying a new or missing item, repairing the item, providing a reasonable discount on the purchase price, or withdrawing from the Purchase Agreement without any limitation by the Seller’s proposals or the time elapsing Notice of defect to the Buyer to the Seller. Also, the expiration of any time from the occurrence of a defect in its notification to the Buyer Seller shall not deprive the Buyer of any defective performance of the Seller against the Seller; However, this does not affect the length of the warranty period or the limitation of the rights of defective performance.

8.7. The Seller is obliged to comply with an obligation corresponding to the Buyer’s right to defective performance that the Buyer has chosen within a reasonable time, no later than 10 days after the Buyer has notified the Seller of his right to defective performance.

8.8. If the Seller is late in fulfilling a certain obligation of defective performance (the obligation to eliminate the defect of the Goods by delivering new or missing Goods, the obligation to eliminate the legal defects of the Goods, the obligation to eliminate the defect of the Goods by repairing the Goods or the obligation to pay a reasonable discount from the purchase price) To pay the Buyer a contractual fine of 0.3% of the purchase price of the respective Goods for each day of delay in fulfilling the obligation of faulty performance of the Goods.

This agreement on a contractual penalty is in no way prejudiced by the Buyer’s right to compensation for damages which, due to a breach of the Seller’s obligation to Buyer, fulfill in due time a certain obligation arising from the defective performance of the Goods under the Purchase Agreement.

8.9. The Seller is obliged to compensate the Buyer for a lump-sum reimbursement of the costs associated with the Buyer’s activities related to the verification of the individual defects of the Goods, the discovery, eventually also the elimination of their causes, their notification to the Seller and the enforcement and control of the fulfillment of the defective performance of the Seller and the Buyer, , -Kč for one defect of Goods.

The Seller shall further compensate the Buyer for any costs incurred by the Buyer in connection with the occurrence of a defect in the Goods, by verifying, ascertaining and remedying the defect and its causes, reporting the defect to the Seller, exercising and controlling the fulfillment of defective performance rights, exceeding the above-mentioned flat-rate compensation.

9. Know-how, business secrets, subcontractors

9.1. All technical documentation that the Buyer delivers to the Seller for the purpose of producing the Goods under the Purchase Agreement is the Buyer’s exclusive intangible property. The subject matter of the Buyer’s exclusive property is all technical solutions and other solutions and procedures that the technical documentation captures.

9.2. Technical documentation within the meaning of point 9.1. Of these General Terms and Conditions, the Seller is not entitled to disclose or make available to any third party or use it for the benefit of any third party. The Technical Documentation is authorized by the Seller to use only in connection with the production of the Goods under the Purchase Agreement.

Seller is obliged to ensure the protection of technical documentation within the meaning of point 9.1. Of these general business terms and conditions from unauthorized handling or use by their employees and any other person.

9.3. Technical documentation within the meaning of point 9.1. Of these General Terms and Conditions, the Seller is entitled to transmit or otherwise make available to its suppliers only with the prior written consent of the Buyer.

In order to grant this consent, the Seller is not entitled to the Buyer, even if the subcontractor needs the Seller to fulfill its obligations under the Purchase Agreement.

9.4. Any information that the Seller learns about the Buyer in the course of the subject of the Purchase Agreement is considered to be confidential and the Seller may not make it available to any third party or use it for any purpose other than the performance of the Purchase Contract.

Seller is also obliged to ensure such confidential information from unauthorized handling or use by its employees as well as any other persons.

The seller undertakes to keep the confidentiality and content of the Purchase Agreement secret.

9.5. The Seller is entitled to use the Supplier or the Goods, or the Materials, Components, Software, or Materials Required for the Manufacture or Assembly of the Goods or the Operation of the Goods by another Supplier only with the prior written consent of the Buyer.

The Seller is not entitled to change without the prior written consent of its supplier approved by the Buyer.

9.6. The Seller is obliged to maintain its Quality Management System throughout the entire duration of the Purchase Contract as well as after the warranty period resulting from the Purchase Agreement at least in the extent and quality the Seller has presented to the Buyer in connection with the conclusion of the Purchase Contract.

9.7. Buyers or persons authorized by them are entitled to inspect the production of the Goods and fulfill other Seller’s obligations under the Purchase Contract during the normal working hours, including obligations arising from defective performance, both in the plants or other facilities of the Seller and of the Seller’s suppliers. The Seller is obliged to ensure such a check for the Buyer.

9.8. Seller is liable to Buyer for any damages that the Buyer will incur as a result of breaching any of the obligations set out in this article.

10. Disputes, Applicable Law

10.1. The Purchase Agreement, these General Terms and Conditions and all the rights and obligations of the Parties arising therefrom are governed by the law of the Czech Republic.

10.2. All disputes arising out of and in connection with the Purchase Agreement will be finally settled at the Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in accordance with its Rules and Rules by three arbitrators. The place of arbitration is Prague.

11. Withdrawal from the Purchase Agreement

11.1. If one of the Contracting Parties violates in a substantial way its obligation under the Purchase Agreement, including these General Terms and Conditions of Business, and fails to fulfill this obligation within a reasonable period of time to be granted by the other Contracting Party, the other party shall be entitled to Buyer Contract to withdraw.

The violation of the obligations of the Purchase Contract is considered as essential in the following way:

    1. a) delay with delivery of Goods longer than 10 calendar days,
    2. b) the surrender of Goods with defects that make it impossible or fundamentally difficult to use the Goods for the purpose to which the Goods are to be used by the Buyer;

c) the use of another supplier by Seller without the Buyer’s prior written consent contrary to the Purchase Agreement or Article 9 of these General Terms and Conditions.

11.2. The Contracting Parties are also entitled to withdraw from the Purchase Agreement in the event that insolvency proceedings are initiated against the other party or the other party forfeits a business license.

11.3. If there is a force majeure event on the part of the Seller and the Seller will not be able to fulfill its obligations under the Purchase Agreement in the manner and within the terms stipulated by the Purchase Agreement for more than 1 month, the Buyer is entitled to withdraw from the Purchase Contract.

For events of force majeure, such events as earthquakes, terrorist acts, war or large fires or floods are considered.

Instances of force majeure can not be considered as strikes, outages, labor shortages, material, insolvency or default of subcontractors.

11.4. By withdrawing from the above, the obligation based on the Purchase Agreement, including these General Terms and Conditions, cancels. If the Purchase Contract has already been partially executed, the contracting party is entitled to withdraw from the Purchase Contract in its entirety or only in respect of the unfulfilled remainder of the performance, subject to the conditions for withdrawal set out in the individual clauses of this article above.

The Parties shall settle their reciprocal rights and obligations in connection with the cancellation of the Buyer’s Obligation under the legal regulations.

11.5. The Buyer is entitled to withdraw from the Purchase Agreement at any time until the Goods are handed over to the Buyer without the occurrence of any of the cases specified in the individual paragraphs of this article above.

In such a case, the Buyer is obliged to pay the Seller the amount corresponding to the difference between the costs expeditiously expended by Seller on the Buyer’s withdrawal from the Purchase Contract for the purpose of production and delivery of the Goods to the Buyer and the value of the Goods or parts thereof already produced, , But only up to the maximum purchase price negotiated by the Purchase Agreement.

Seller is obliged to quantify, justify and prove the costs incurred by the Buyer.

11.6. Exit in accordance with point 11.5. Of these General Terms and Conditions, the Purchaser is also entitled only to a part of the performance that has not yet been completed.

11.7. Withdrawal must be in writing and must be delivered to the other party.

Withdrawal and cancellation of the Buyer’s Agreement does not affect the right to damages arising out of breach of contract, the right to individual contractual penalties negotiated by the Purchase Agreement or these General Terms and Conditions, the choice of law and dispute settlement contained in Article 10 of these General Terms and Conditions, Know-how contained in Article 9 of these General Terms and Conditions.

12. Final provisions

12.1. If the Purchase Agreement contains a reference to Incoterms, it is a reference to the International Rules for Interpretation of Delivery Clauses – Incoterms 2010, unless the Purchase Agreement expressly provides otherwise.

12.2. The contracting parties as entrepreneurs exclude from the application a commitment based on the Purchase Contract by the provisions of § 1799 and § 1800 of the Act. No. 89/2012 Coll., Civil Code on contracts concluded in an adherent way.

12.3. The Purchase Agreement, together with these General Terms and Conditions, contains a complete agreement between the Seller and the Buyer regarding the mutual rights and obligations associated with the delivery of the Goods. The Purchase Agreement, together with these General Terms and Conditions, fully supersedes all prior agreements or arrangements between the Seller and the Buyer relating to the delivery of the Goods.

12.4. The parties will communicate in writing, fax, or electronically in matters arising out of the Purchase Agreement (by e-mail without the use of a guaranteed electronic signature). In this form, acts such as notice of dispatch of goods, defects in goods, calls for compensation of repair costs,

Orders, rejections or confirmations of orders or individual sales contracts may be concluded in writing, by fax or electronically, provided that in the case of electronic communication the electronic report must be accompanied by a scanned copy of a written order, rejection or confirmation of the order or purchase contract, A copy was scanned by the signature of the respective Contracting Party. However, only the additions to the Purchase Agreement in writing can be amended, supplemented or canceled by the Purchase Agreement, including these General Terms and Conditions.

12.5. The Buyer concludes the Purchase Contract in order to secure the Goods that Buyer needs in order to fulfill his obligation to surrender the Goods or to execute the work for his customer.

As a result of the failure to comply with the date of delivery of the Goods to the Seller or due to the fact that Goods handed over to the Seller are defective, As a result of the Seller’s breach of other obligations under the Purchase Contract, the Buyer may incur damages exceeding the Purchase Price negotiated in the Purchase Contract, either as a result of the Customer’s withdrawal from a contract concluded between the Buyer and its purchaser or as a result of the exercise of the right to a contractual fine For late delivery or defect of goods by the buyer to the Buyer etc.

Seller acknowledges this notice from the Buyer.

12.6. The draft Purchase Contract may be accepted by the Seller within five working days of its dispatch to the Buyer. The buyer is entitled to be closed during the aforementioned deadline set for the adoption of this proposal. Purchase agreements, until the proposal is accepted by the Seller, withdraw this proposal. Seller is required to either accept (confirm) or reject the Purchase Agreement within 5 working days. Acceptance (confirmation) of the Purchase Contract by the Seller after the expiration of the aforementioned period of 5 working days results in the conclusion of the Purchase Agreement if the Buyer does not inform the Seller, within 2 working days after receipt of the acceptance of the Purchase Contract (confirmation) Of the Purchase Contract rejects.

On _____________________ on __________ ________________________ on ___________

 

______________________                            ________________________

For the Buyer                                                                      for the Seller